Weekly Roundup: October 21-27, 2022

This roundup contains a collection of the posts published on the Forum during the week of October 21-27, 2022

Is Your Board Effective?

Posted by Rich Fields and Rusty O’Kelley, Russell Reynolds Associates, on Friday, October 21, 2022

Tags: board effectiveness, Board evaluation, Board of Directors, Executive value, external evaluations, internal evaluation, Proxy advisors

A Graphical Look at U.S. Shareholder Proposals in 2022

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, October 21, 2022

Tags: Corporate Social Responsibility, Disclosure, Environmental proposals, ESG, Shareholder activism, Shareholder voting

Chancery Court Upholds Amendment Prolonging Company’s Dual-Class Structure

Posted by Gail Weinstein, Steven Epstein, and Andrea Gede-Lange, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, October 22, 2022

Tags: Delaware cases, Delaware law, Disclosure, Dual-class stock, process review, stockholders

Activists Face an uphill battle

Posted by Jason Booth, Insightia, on Saturday, October 22, 2022

Tags: Board monitoring, Boards of Directors, International governance, Private equity, Shareholder activism, stock market

The Hottest Front in the Takeover Battles: Advance Notice Bylaws

Posted by Lawrence A. Cunningham (George Washington University), on Sunday, October 23, 2022

Tags: Board of Directors, Corporate governance, Institutional Investors, SEC, Shareholder activism, State law

A Look Back at the 2022 Proxy Season

Posted by Brigid Rosati, Kilian Moote, Rajeev Kumar, Michael Maiolo, Georgeson LLC, on Sunday, October 23, 2022

Tags: Asset management, Boards of Directors, ESG, Institutional Investors, Proxy season, Say on pay, Shareholder proposals, Shareholder voting, Sustainability

Activists anticipate the coming recession

Posted by Jason Booth, Insightia, on Monday, October 24, 2022

Tags: belt-tightening, Financial crisis, Mergers & acquisitions, recession, Shareholder activism, Shareholder power

The Current Landscape in Executive Compensation as Reflected in the 2022 Proxy Season

Posted by John Ellerman, Ira Kay, Don Kokoskie, Pay Governance, on Monday, October 24, 2022

Tags: Board of Directors, ESG, Executive Compensation, GAAP, ISS, Proxy season, Say on pay, SEC

How Much Do Investors Care About Social Responsibility?

Posted by Scott Hirst (Boston University), Kobi Kastiel (Tel Aviv University), and Tamar Kricheli-Katz (Tel Aviv University), on Monday, October 24, 2022

Tags: Corporate purpose, Corporate Social Responsibility, ESG, social interests, socially responsible investing, Stakeholders

State Regulation of ESG Investment Decision-making by Public Retirement Plans

Posted by Joshua Lichtenstein, Michael Littenberg and Reagan Haas, Ropes & Gray LLP, on Tuesday, October 25, 2022

Tags: Climate change, Corporate Social Responsibility, Deregulation, ESG, Esg governance, Regulators, State regulation

Shareholder Activism in 2022

Posted by Eleazer Klein, Brandon Gold, Abraham Schwartz, Schulte Roth & Zabel LLP, on Tuesday, October 25, 2022

Tags: Board of Directors, ESG, Rule 14a-8, Schedule 13D, SEC, Shareholder activism

The ESG Fiduciary Gap

Posted by Vivek Ramaswamy, Strive Asset Management, on Tuesday, October 25, 2022

Tags: Antitrust, BlackRock, Duty of loyalty, ESG, Fiduciary duties, Stakeholders

Shareholders’ Rights & Shareholder Activism Trends and Developments

Posted by Eleazer Klein, Michael Swartz, Adriana Schwartz, Schulte Roth & Zabel LLP, on Wednesday, October 26, 2022

Tags: Beneficial owners, Boards of Directors, Schedule 13D, SEC, Shareholder activism, Shareholder Bill of Rights

Perspectives on the Current Activism Landscape

Posted by Kai H.E. Liekefett, Derek Zaba, Leonard Wood, Sidley Austin LLP, on Wednesday, October 26, 2022

Tags: Board of Directors, ESG, Glass Lewis, Proxy season, Shareholder activism, universal proxy rule

Making It Plain: SSGA Asset Stewardship Approach

Posted by Benjamin Colton, Michael Younis, State Street Global Advisors, on Wednesday, October 26, 2022

Tags: Asset management, Board of Directors, Corporate culture, Engagement, investor, Proxy voting

Boardroom recap: The 2022 proxy season

Posted by Maria Castañón Moats, Paul DeNicola, and Matt DiGuiseppe, PricewaterhouseCoopers LLP, on Thursday, October 27, 2022

Tags: Engagement, Equity-based compensation, ESG, Executive Compensation, Proxy season, Proxy voting, Shareholder elections, Shareholder proposals, Shareholder voting

Racial Rhetoric or Reality? Cautious Optimism on the Link Between Corporate #BLM Speech and Behavior

Posted by Lisa M. Fairfax (University of Pennsylvania) , on Thursday, October 27, 2022

Tags: board diversity, Board of Directors, Corporate Social Responsibility, dei, Diversity, Long-Term value

Assessing the Executive Pay Landscape Ahead of 2023

Posted by Amit Batish, Equilar, Inc., on Thursday, October 27, 2022

Tags: Board of Directors, Disclosure, Executive Compensation, Pay for performance, Proxy advisors, SEC